In "X-Men: The Last Stand," the final chapter in the "X-Men" motion picture trilogy, a "cure" for mutancy threatens to alter the course of history. For the first time, mutants have a choice: retain their uniqueness, though it isolates and alienates them, or give up their powers and become human. The opposing viewpoints of mutant leaders Charles Xavier, who preaches tolerance, and Magneto, who believes in the survival of the fittest, are put to the ultimate test - triggering the war to end all wars.

They are the next link in the evolutionary chain. Each was born with a unique genetic mutation, which at puberty manifested itself in extraordinary powers. In a world increasingly filled with hatred and prejudice, they are scientific oddities... freaks of nature... outcasts who are feared and loathed by those who cannot accept their differences. Yet despite society's pervasive ignorance, the X-Men and thousands of mutants across the globe survive.

Under the tutelage of Professor Charles Xavier, the world's most powerful telepath, these "gifted" students have learned to control and direct their respective powers for the greater good of mankind. They fight to protect a world that fears them.

From the team that brought "X-Men" to the screen, comes the next chapter in the X-Men saga, X2. The original summer 2000 hit, based on the best-selling comic series of all time, grossed nearly $300 million worldwide, was a video and DVD phenomenon and pioneered the current wave of comics to film adaptations.

X-Men: The Last Stand

Famke Janssen as Jean Grey and Hugh Jackman as Wolverine in X-Men: The Last Stand.

An "Evolutionary" Lap

Bigger. Better. More. "X-Men" director Bryan Singer was determined to make X2 all that and, well, more. Singer's ambitions for the new film came as no surprise to the studio or to the film's producers; his respect for the comics characters - the seriousness and weight, as well as enormous fun with which he approached "X-Men" - had earned the respect of the multitudes of loyal comics fans and millions of moviegoers new to the X-Men universe.

Singer played the genre for real, giving "X-Men" a three-dimensional tone and style that served as a template for and inspired the reemergence of films based on comics properties. "Bryan grew to really love the X-Men characters and their universe, so there was no question about him directing X2," says producer Lauren Shuler Donner, who began developing the first "X-Men" film nearly a decade ago. Echoes producer Ralph Winter: "Bryan has great insight into what makes the series such a popular piece of pop culture. And his ability to make these characters real - like they live next door - even though they possess incredible and sometimes dangerous powers, is pretty extraordinary. "

For X2, Singer would be painting on the huge canvas of big studio, event moviemaking, enjoying a larger budget and longer shooting schedule than was available for the first film. X2 also would ramp up the action, effects, locations and stunts that had captivated the comics enthusiasts and new fans.

Singer had much more in mind for X2 than a traditional sequel. Using the formidable resources at his disposable and no longer constrained by having to introduce the characters and their powers, he wanted to delve deeper into the X-Men mythology, and into their abilities and relationships. "X2 is not a sequel," he notes. "It's the next adventure in a saga -an evolution from the first film. We not only follow up with the principal characters from the first picture and their respective journeys, we introduce a new generation of X-Men, as well as some new villains.

"Like any good comic book, the X-Men universe is designed to expand," Singer continues. "These stories can go on forever. This continuation of the saga has provided me with an opportunity to expand the storylines and the characters - and to have a lot more fun. X2 is edgier, darker, funnier and more romantic than its predecessor.

X2 continues to deal with the themes of tolerance and fear of the unknown, which have been part of the X-Men universe since Stan Lee created the comics 40 years ago. "It's still about misfits, prejudice, about being an outsider and not being understood," notes Lauren Shuler Donner. Adds Bryan Singer, "The 'X-Men' films pose the questions that we all have: Am I alone in the world? Why am I so different, and how am I going to fit in? These questions are universal and timeless, particularly among adolescents. We've all felt at times like mutants. "

A new theme in X2 is "unity," as two generations of X-Men join forces with a most unlikely ally to combat a new and very human menace. As the story opens, mutants are continuing their struggle against a society that fears and distrusts them. Their cause becomes even more desperate following an incredible assassination attempt on the President of the United States by an as-yet-undetermined assailant possessing extraordinary abilities. All signs point to the work of a mutant.

X-Men: The Last Stand

Storm (Halle Berry) and Wolverine (Hugh Jackman) prepare for battle in X-Men: The Last Stand.

The shocking assault renews the political and public outcry for a Mutant Registration Act. Leading the anti-mutant movement now is William Stryker, a wealthy former Army commander and scientist who is rumored to have experimented on mutants. Stryker's mutant "work" is somehow tied to Wolverine's mysterious and forgotten past. As Wolverine searches for clues to his origin, Stryker puts into motion his anti-mutant program beginning with a full-scale military offensive on Xavier's mansion and School for the Gifted. Magneto, newly escaped from the plastic prison, proposes a partnership with the X-Men to combat their now common and formidable enemy, Stryker.

With the fates of Xavier, mankind - and mutantkind - in their hands, the X-Men and their allies stand united to face their most dangerous mission ever.

Re-"uniting" from "X-Men" are Patrick Stewart (Professor Xavier, the world's most powerful telepath), Hugh Jackman (Wolverine, a solitary fighting machine who possesses amazing healing powers, retractable adamantium claws and an animal-like fury), Ian McKellen (Magneto, a powerful mutant who can control and manipulate metal), Halle Berry (Storm, who can manipulate weather), Famke Janssen (the telepathic and telekinetic Jean Grey), James Marsden (Cyclops, whose eyes release an energy beam that can rip holes through mountains), Anna Paquin (Rogue, possessing the ability to absorb the powers and memories of anyone she touches), Rebecca Romijn-Stamos (Mystique, a metamorph who can shape shift into anyone) and Bruce Davison (Senator Kelly, the former leader of the anti-mutant movement).

Actor Shawn Ashmore, who was introduced in the first film as Bobby Drake, aka Iceman, a classmate of Rogue's who can lower his body temperature and radiate intense cold, returns in an expanded role as one of the junior X-Men.

In addition to its returning cast, X2 features favorite characters from the vast X-Men comics universe who are new to the film franchise. Alan Cumming ("The Anniversary Party") joins the cast as Nightcrawler, a mutant who can teleport himself from one place to another; Brian Cox ("The Bourne Identity") plays the villainous Stryker, a former Army commander who holds the key to Wolverine's past and the future of the X-Men; and Kelly Hu ("The Scorpion King") is Stryker's assistant, who has her own surprises in store for the heroic team as Deathstrike. Aaron Stanford ("Tadpole) also joins the cast as Pyro, a promising new student at Professor Xavier's School for the Gifted, with the formidable ability to manipulate fire.

X2 reunites Bryan Singer with many of the creative production team from the first film. Returning with the acclaimed filmmaker are producers Lauren Shuler Donner and Ralph Winter; plus executive producers Avi Arad, Stan Lee and Tom DeSanto.

The War Has Begun

So warns Magneto to his once-and-future friend and ally, Professor Charles Xavier. When news of the attempted assassination of the President of the United States by a mutant reaches the two men, they realize this is a defining moment in the future of mankind.

"War results from actions that trigger irreversible conflict," says Singer. "X2 opens with some startling action, which sets into motion a chain of events that could ultimately lead to the destruction of a part of humanity. "

X2 takes the central conflict in "X-Men" -Xavier's belief in the possibility of peaceful co-existence between humans and mutants, versus Magneto's doctrine of mutant supremacy - to the next level. In the new film, the threat comes not from a powerful mutant, but from a human. "One of the things I wanted to introduce into the story was a human element as the villain," Singer explains. "That menace is a danger to all mutants and, subsequently, to mankind. The conflict is a bold reminder of the prevailing themes in the comic book lore; in this movie, one man's fear of the unknown could lead to a level of intolerance of catastrophic proportions. "

X-Men: The Last Stand

Passions run high between Wolverine (Hugh Jackman) and Jean Grey (Famke Janssen) in X-Men: The Last Stand.

The one man posing such a formidable threat to the X-Men is William Stryker, a character that ups the ante and makes the stakes higher than they ever were in the original "X-Men. " Stryker's insidious plans are revealed when his forces attack Xavier's School for Gifted Children, also know as the "X-Mansion. " That scene springs from the end of "X-Men," where Xavier and Magneto are seen facing off over a game of chess, in the plastic prison designed to serve as Magneto's final home. Magneto poses a disturbing question, "What will happen if they pass that stupid law the Anti-Mutant Registration Act and they come to your mansion and take your children?" To which Xavier replies with steely determination: "I pity whoever comes to that mansion looking for trouble. "

"Well," says Lauren Shuler Donner, "Stryker and his soldiers are definitely at the mansion and there is definitely going to be some trouble. But that's only the tip of the iceberg for what he ultimately plans for the X-Men. "

"What I love about Stryker," says Bryan Singer, "is that he is a perfect example of a villain who is not involved in violence or terrorism because of the need for expansionism, or religion or even greed. His hate and bias are based on a deeply personal loss of some aspect of his family. Somewhere in the past some damage was done some hit was taken and now his desperation makes it easy for him to engage in war against those he thinks are responsible for the destruction of his family. "

"Stryker is the juiciest of roles," says actor Brian Cox, whose performances in "Manhunter" (as the screen's first Hannibal Lector) and in the independent film "L. I. E. " caught Singer's attention. "He is a man with a secret who behaves in a not particularly pleasant way. He's part scientist, part soldier and quite wealthy to boot, so the role has lots of opportunities to play on all sorts of levels, and that is very appealing to any actor.

"Stryker represents the oppressive, racist and intolerant kind of person that mutants fear most," Cox adds. "He doesn't want to take over the world. He just wants to rid the world of those he feels are responsible for the damage to his family and the downfall of society: mutants. First he wants to control them, then he wants to destroy them.

Ironically, Stryker's aide, Yuriko Oyama, aka Deathstrike, is not 100 percent homo sapien. Like another famous mutant, Wolverine, she possesses adamantium claws and amazing healing powers. "Deathstrike and Wolverine are cut from the same cloth," says Singer. "She, too, has had her body and mind experimented on and is a formidable opponent to Wolverine, physically and ideologically. "

"Deathstrike is an advanced, slicker version of Wolverine," concurs actress Kelly Hu, who dons the mutant's claws (which, unlike Wolverine's, emanate from the character's fingers). "Plus, she's incredibly fast and preternaturally gifted at the martial arts. " Hu's own black-belt-level martial skills were put to the test during a climactic showdown between the two characters, which took days to choreograph and execute.

A new character with a far gentler nature is Nightcrawler. Raised in a traveling circus, German-born Kurt Wagner looks like a blue-skinned demon, with pointy ears, yellow eyes, hooves for feet and a prehensile tail. Yet he is deeply religious, and has a kind, gentle nature. He becomes an important ally to the X-Men, using his power of teleportation for the forces of good. (His teleportation is accompanied by a "BAMPF!" - the sound effects term taken from the comics. )

Singer considered several other figures from the vast X-Men comics universe, before deciding on Nightcrawler. "I chose Nightcrawler to be in X2 because of the character's fascinating dichotomies," Singer explains. "Both his demon-like looks and religious beliefs are grounds for major ostracizing and prejudice. Who can't relate to that? Plus, he has one of the coolest powers and sound effects."

X-Men: The Last Stand

Kitty Pryde (Ellen Page) and Iceman (Shawn Ashmore) plan their next move in X-Men: The Last Stand.

Alan Cumming, who underwent hours of special makeup effects each day to become Nightcrawler, appreciated that the character has more than a few surprises in store for audiences. "Well, when we first meet Nightcrawler he's just not himself," says Cumming, smiling, and alluding to an early plot point. "I quite like playing the parts that appear as bad guys but then it is realized that they are, in fact, good guys who have probably been exploited in some fashion. Nightcrawler is definitely that kind of character.

"I also loved his physicality, because I am a very physical type of actor. I had the great fortune to have a circus trainer work with me on perfecting the acrobatic movements of Nightcrawler. It was quite difficult to find the perfect physicality for the character but also was great fun to have help in creating such extreme movements for a role. "

The Next Generation

A new generation of "Junior X-Men" join the X-Men in the stand against the enormous threat posed by Stryker and Deathstrike. "We have three generations in this film," notes Singer, "and all are prepared to fight in this 'evolution revolution' in order to survive. It's great that we get to pick up where we left off with the older X-Men, like Wolverine, Cyclops and Storm, but it was a lot of fun to introduce the next generation. There is a whole school full of gifted students with extraordinary abilities. The chance to explore some of these younger characters was a great opportunity to enrich the story and, perhaps, the next part of the saga. "

In a nod to the comics' legions of fans, the filmmakers, including screenwriters Dan Harris & Michael Dougherty, created special cameo appearances for some favorite young X-Men from the comics, including Colossus (who can change his flesh into organic steel), Siryn (who can unleash eardrum-piercing sonic forces through her scream), Kitty Pryde (who can pass through ceilings and walls - and who was glimpsed briefly in "X-Men"), Jubilee (who can control fireworks), Jones (who with the blink of his eyes can function as a TV remote control) and the fork-tongued Artie.

Three of the Junior X-Men become integral members of the team. Rogue, again played by Academy Award winner Anna Paquin, is the heart and soul of the new generation. Having gone through an incredible adventure with the X-Men in their maiden screen outing, Rogue, according to Paquin, has a formidable "head start" on her fellow pupils. Equally significant, she has moved on, romantically. "In the first film, Rogue was infatuated with Wolverine - they had a bond as he had saved her life," says Paquin. "But in X2, a real romance develops between her and Bobby Drake. "

In fact, Bobby's flirtations with Rogue, as depicted briefly in "X-Men," portend the blossoming of this relationship in X2. According to Shawn Ashmore, who reprises his "X-Men" role, Bobby's feelings for Rogue and his experiences as mutant are part of the character's own "evolution. " "Bobby's become more comfortable with himself," Ashmore notes, "and there's definitely more of a feeling of being part of the X-Men team. And, he's solidifying his relationship with Rogue. She's become kind of his anchor at school - and their feelings for one another begin to solidify. "

While teen romance is rarely easily negotiated, the Rogue/Bobby dynamic presented unique challenges. "Rogue has this 'issue'," says Anna Paquin, "that if she touches you, she draws away your energy and can really harm you. So how does she express herself romantically? I really enjoyed exploring that question. "

While Iceman and Rogue are very much team players, a newcomer to the X-Men, Pyro, projects a more troubled, disaffected, even defiant attitude. Pyro's abilities to manipulate fire are so powerful, they threaten to overwhelm his judgment and belief in the X-Men philosophy.

"I think Pyro is a lot like Wolverine," says Aaron Stanford, whose work in the independent film "Tadpole" drew notice and praise from audiences, critics and the X2 filmmakers. "They're both essentially rebels who are not very interested in assimilating within society, whether that society is inside Xavier's school or outside in the real world. I think Pyro has a lot of animosity towards the rest of humanity, and he is struggling with a potentially dangerous inner conflict."

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